Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ____ to ____
Commission file number 1-11314
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland
71-0720518
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
3011 Townsgate Road, Suite 220
Westlake Village, California 91361
(Address of principal executive offices, including zip code)
(805) 981-8655
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $.01 par value
LTC
New York Stock Exchange
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The number of shares of common stock outstanding on April 29, 2026 was 51,181,456.
March 31, 2026
INDEX
PART I -- Financial Information
Page
Item 1.
Financial Statements
3
Consolidated Balance Sheets
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Equity
6
Consolidated Statements of Cash Flows
7
Notes to Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
57
Item 4.
Controls and Procedures
PART II -- Other Information
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
58
Item 5.
Other Information
Item 6.
Exhibits
59
Available Information
We make available to the public free of charge through our internet website at www.LTCreit.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission (“SEC”). We also use the “Investors” portion of our www.LTCreit.com website for purposes of compliance with Regulation FD and as a routine channel for distribution of important information to investors and interested parties, including news releases, analyst presentations, financial information, and corporate governance practices. Accordingly, investors and interested parties should monitor the “Investors” portion of our www.LTCreit.com website for the release of this information. Information on our website is not part of this Quarterly Report on Form 10-Q or any of our filings with the SEC unless specifically incorporated by reference.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share)
December 31, 2025
(unaudited)
(audited)
ASSETS
Investments:
Land
$
137,170
128,590
Buildings and improvements
1,584,390
1,482,075
Accumulated depreciation and amortization
(420,820)
(408,906)
Owned real properties, net
1,300,740
1,201,759
Financing receivables, net of credit loss reserve: 2026—$2,869; 2025—$3,631
283,988
359,457
Mortgage loans receivable, net of credit loss reserve: 2026—$3,928; 2025—$3,849
389,461
381,662
Real property investments, net
1,974,189
1,942,878
Notes receivable, net of credit loss reserve: 2026—$258; 2025—$259
25,558
25,615
Investments in unconsolidated joint ventures
12,558
12,524
Investments, net
2,012,305
1,981,017
Other assets:
Cash and cash equivalents
21,667
14,387
Debt issue costs related to revolving line of credit
4,424
4,742
Interest receivable
23,278
22,720
Straight-line rent receivable
17,615
17,949
Prepaid expenses and other assets
23,085
21,245
Total assets
2,102,374
2,062,060
LIABILITIES
Revolving line of credit
282,963
252,863
Term loans, net of debt issue costs: 2026—$1,685; 2025—$1,787
198,315
198,213
Senior unsecured notes, net of debt issue costs: 2026—$855; 2025—$895
386,145
391,105
Accrued interest
3,730
3,806
Accrued expenses and other liabilities
48,195
53,689
Total liabilities
919,348
899,676
EQUITY
Stockholders’ equity:
Common stock: $0.01 par value; 110,000 shares authorized; shares issued and outstanding: 2026—49,779; 2025—48,482
498
485
Capital in excess of par value
1,229,304
1,189,846
Cumulative net income
1,867,000
1,843,407
Accumulated other comprehensive income
1,556
482
Cumulative distributions
(1,988,407)
(1,959,236)
Total LTC Properties, Inc. stockholders’ equity
1,109,951
1,074,984
Non-controlling interests
73,075
87,400
Total equity
1,183,026
1,162,384
Total liabilities and equity
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share, unaudited)
Three Months Ended
March 31,
2026
2025
Revenues:
Rental income
26,339
31,444
Resident fees and services
49,585
—
Interest income from financing receivables
8,255
7,002
Interest income from mortgage loans
10,229
9,179
Interest and other income
1,003
1,406
Total revenues
95,411
49,031
Expenses:
Interest expense
10,782
7,913
Depreciation and amortization
11,979
9,162
Seniors housing operating expenses
36,889
(Recovery) provision for credit losses
(684)
3,052
Transaction costs
688
441
Triple-net lease property tax expense
2,394
3,107
General and administrative expenses
8,582
6,971
Total expenses
70,630
30,646
Income before unconsolidated joint ventures, real estate dispositions and other items
24,781
18,385
(Loss) gain on sale of real estate, net
(10)
171
Income from unconsolidated joint ventures
295
3,665
Income tax provision
(110)
Net income
24,956
22,221
Income allocated to non-controlling interests
(1,363)
(1,541)
Net income attributable to LTC Properties, Inc.
23,593
20,680
Income allocated to participating securities
(156)
(163)
Net income available to common stockholders
23,437
20,517
Earnings per common share:
Basic
0.48
0.45
Diluted
Weighted average shares used to calculate earnings per common share:
48,543
45,333
48,969
45,683
Dividends declared and paid per common share
0.57
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, unaudited)
Unrealized gain (loss) on cash flow hedges before reclassification
1,485
(138)
Gains reclassified from accumulated other comprehensive income to interest expense
(411)
(772)
Comprehensive income
26,030
21,311
Less: Comprehensive income allocated to non-controlling interests
Comprehensive income attributable to LTC Properties, Inc.
24,667
19,770
CONSOLIDATED STATEMENTS OF EQUITY
(amounts in thousands)
Capital in
Cumulative
Total
Non-
Common Stock
Excess of
Net
Accumulated
Stockholder's
Controlling
Shares
Amount
Par Value
Income
OCI
Distributions
Equity
Interests
Balance—December 31, 2024
45,511
455
1,082,764
1,725,435
3,815
(1,851,842)
960,627
92,378
1,053,005
Issuance of common stock
238
2
8,409
8,411
Issuance of restricted stock
114
1
(1)
Common stock cash distributions ($0.57 per share)
(27,259)
Stock-based compensation expense
2,253
1,541
Vesting of performance-based stock units
163
(2)
Fair market valuation adjustment for interest rate swap
(910)
Cash paid for taxes in lieu of common shares
(4,771)
(4,772)
Acquisitions of non-controlling interest
2,883
(4,033)
(1,150)
Non-controlling interest distributions
(2,486)
Other
(11)
Balance—March 31, 2025
45,888
459
1,091,524
1,746,115
2,905
(1,879,101)
961,902
1,049,302
Balance—December 31, 2025
48,482
1,146
11
43,283
43,294
130
(29,171)
2,064
1,363
1,074
(150)
(5,874)
(5,875)
(15,688)
(12)
Balance—March 31, 2026
49,779
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) on sale of real estate, net
10
(171)
110
(295)
(3,665)
Income distributions from unconsolidated joint ventures
3,699
Straight-line rental adjustment
334
578
Adjustment for collectability of straight-line rental income
243
Adjustment for collectability of lease incentives
249
Amortization of lease incentives
131
199
Amortization of debt issue costs
501
271
Other non-cash items, net
24
Change in operating assets and liabilities
Increase in interest receivable
(1,921)
(2,951)
Decrease in accrued interest payable
(76)
(170)
Net change in other assets and liabilities
(6,643)
(5,423)
Net cash provided by operating activities
30,763
29,571
INVESTING ACTIVITIES:
Investment in real estate properties
(108,153)
Investment in real estate capital improvements
(2,665)
(1,326)
Proceeds from sale of real estate, net
1,512
Investment in financing receivables
(314)
Proceeds from the sale of properties accounted for as a financing receivable
62,220
Investment in real estate mortgage loans receivable
(8,005)
(1,919)
Principal payments received on mortgage loans receivable
125
124
(34)
Proceeds from liquidation of investments in unconsolidated joint ventures
13,000
Principal payments received on notes receivable
Net cash (used in) provided by investing activities
(56,778)
11,629
FINANCING ACTIVITIES:
Net borrowings under revolving line of credit
30,100
4,500
Repayment of debt
(5,000)
(7,000)
Proceeds from common stock issued
43,412
8,485
Payments of common share issuance costs
(118)
(74)
Distributions paid to stockholders
Acquisition of and distributions paid to non-controlling interests
(1,188)
Financing costs paid
(41)
Cash paid for taxes in lieu of shares upon vesting of restricted stock
Net cash provided by (used in) financing activities
33,295
(27,319)
Increase in cash and cash equivalents
7,280
13,881
Cash and cash equivalents, beginning of period
9,414
Cash and cash equivalents, end of period
23,295
Supplemental disclosure of cash flow information:
Interest paid
10,357
7,812
Non-cash investing and financing transactions:
Write-off of notes receivable
(2,693)
Increase (decrease) in fair value of interest rate swap agreements
Distributions paid to non-controlling interests
(2,448)
Transfer of joint venture partner's non-controlling interest to LTC
Distributions to non-controlling interests related to sale of properties accounted for as a financing receivable
(14,325)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Description of Business
The Company
LTC Properties, Inc. (“LTC” or the “Company”), a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators.
Investment Portfolio
Our goal is to invest in properties that provide an opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.
As of March 31, 2026, our total gross investment portfolio included owned real properties subject to non-cancellable triple-net leases (“NNN” or “Triple-Net Portfolio”) (41.8%), SHOP (28.8%), properties we own accounted for as financing receivables (11.8%), mortgage loans receivable secured by first mortgages (16.1%), notes receivable (1.0%) and unconsolidated joint ventures (0.5%).
Property Types
Our seniors housing and health care property classifications include skilled nursing centers (“SNF”), independent living communities (“ILF”), assisted living communities (“ALF”), memory care communities (“MC”) and combinations thereof. Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”). We also have investments in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital. Any reference to the number or type of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
2.
Basis of Presentation and Accounting Policies
Basis of Presentation
We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for a full year.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant receivables and asset impairment.
Segments
During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (Commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Under RIDEA, REITs are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income). Accordingly, effective in the second quarter of 2025, we conduct and manage our business as two operating segments, for reporting and decision-making purposes: i) real estate investments segment (“Real Estate Investments Segment”) which consists of our Triple-Net Portfolio, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures and ii) SHOP segment. See Note 17-Segment Information for more information.
9
3.
Owned Real Properties
Our owned real properties include 96 properties within our Triple-Net Portfolio leased to 18 different operators and 30 properties within our SHOP segment managed on our behalf by eight independent operators under separate management agreements. The following tables summarize our investments in owned properties at March 31, 2026 (dollar amounts in thousands):
NNN
SHOP
Percentage
Number
Gross
of
Type of Property
Investment
Properties (1)
Seniors Housing
479,641
27.9
%
52
701,612
40.7
30
1,181,253
68.6
82
Skilled Nursing
528,302
30.7
43
Other (2)
12,005
0.7
1,019,948
59.3
96
1,721,560
100.0
126
Average
Number of
SNF
SH
per
Beds
Units
Bed/Unit
Seniors Housing-NNN
3,130
153.24
Seniors Housing-SHOP
2,555
274.60
5,685
207.78
5,217
236
96.88
118
n/a
5,335
5,921
Owned Real Properties–SHOP
During the second quarter of 2025, we began utilizing the RIDEA structure and established a SHOP segment. Following the establishment of our SHOP segment, during the second through fourth quarter of 2025, we acquired 11 seniors housing communities within the SHOP segment. Additionally, we terminated triple-net master leases with three operators and converted 15 seniors housing communities covered under the master leases into our SHOP segment. Upon conversion into the SHOP segment, two of these communities are operating and accounted for as one community.
During the three months ended March 31, 2026, we continued to expand our SHOP segment. Accordingly, we terminated an additional triple-net master lease and converted the two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88-units and an aggregate gross book value of $26,285,000. Additionally, we acquired a portfolio of three seniors housing communities in Georgia. See Acquisitions below for more information. As of March 31, 2026, our SHOP segment represented 28.8% of our gross portfolio investments and comprised of 30 seniors housing communities that are managed on our behalf by eight independent operators pursuant to separate management agreements.
The following table presents information related to our SHOP segment as of March 31, 2026 (dollar amounts in thousands):
State
Properties
Beds/Units
Unit
Wisconsin
248,549
742
334.97
Georgia
131,630
273.09
Illinois
58,331
264
220.95
California
49,007
133
368.47
Colorado
41,847
228
183.54
Kentucky
39,778
158
251.76
Oregon
33,203
186
178.51
Tennessee
31,399
100
313.99
Kansas
26,439
231.92
Texas
26,285
88
298.69
Ohio
15,144
60
252.40
Acquisitions
The following table summarizes acquisitions within our SHOP segment during the three months ended March 31, 2026:
Purchase
Transaction
Acquisition
State (1)
Price (1)
Costs
Costs (1)
Beds/Units (1)
Georgia (2)
108,000
129
108,129
(3)
394
The total acquisition costs allocated to SHOP assets acquired were as follows:
8,576
99,553
Total acquisition costs
Capital Improvement Projects
During the three months ended March 31, 2026, we funded capital improvement projects of $2,012,000 within our SHOP segment.
Owned Real Properties–Triple-Net Portfolio
Our Triple-Net Portfolio includes owned properties that are leased pursuant to non-cancelable triple-net operating leases. Triple-net leases require the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. The majority of our triple-net leases contain provisions for specified annual increases over the rents of the prior year.
Lease Extensions
Many of the triple-net leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid. The following table provides information related to our triple-net lease extensions during the three months ended March 31, 2026 and 2025 (dollar amounts in thousands):
Original
Extended
Year
Maturity
9,052
155
OK
October 31, 2026
October 31, 2030
5,275
141
TN
December 31, 2026
Lease Terminations
During the three months ended March 31, 2026, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88 units and an aggregate gross book value of $26,285,000.
Subsequent to March 31, 2026, we terminated an additional triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with another operator also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32,361,000.
During the three months ended March 31, 2025, we terminated two existing leases with the same operator, and combined them into a single master lease. The new master lease had a five-year term with one 1-year extension option and four 5-year extension options. In connection with the termination of these leases, we wrote-off straight-line rent receivable and lease incentive balances of $243,000 and $249,000, respectively. During the fourth quarter of 2025, we terminated the new master lease and converted the communities covered under the master lease into our SHOP segment.
12
Components of Rental Income
The following table summarizes components of our rental income for the three months ended March 31, 2026 and 2025 (in thousands):
Rental Income
Contractual cash rental income
24,536
29,623
Variable cash rental income (2)
2,268
3,090
Straight-line rent adjustment
(334)
(578)
Adjustment of lease incentives and rental income
(492)
(131)
(199)
We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. For leases where we have concluded it is not probable that we will collect substantially all the lease payments under those leases, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a straight-line basis. We write-off uncollectible operator receivable balances, including straight-line rent receivable and lease incentives balances, as a reduction to rental income in the period such balances are no longer probable of being collected. During the three months ended March 31, 2026, we did not record any write-offs of straight-line rent receivable or lease incentive balances. During the three months ended March 31, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $243,000 and $249,000, respectively, in connection with the termination of two existing leases with the same operator, and combining them into a master lease as discussed above.
We continue to take into account the current financial conditions of our operators, in our estimation of uncollectible accounts and deferred rents receivable and closely monitor the collectability of such rents, adjusting future estimates as necessary.
13
Purchase Options
Some of our triple-net lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements as of March 31, 2026 (dollar amounts in thousands):
Type
Option
Net Book
Window
Property
Investments (1)
Value
South Carolina
11,719
7,319
2027-2029
Oklahoma
2,938
52,726
47,220
2029
Colorado/Kansas/Ohio/Texas
17
65,599
27,980
North Carolina
15,239
6,720
31
154,335
92,177
See Note-4 Financing Receivables for purchase options included in our financing receivable agreements.
Improvement Projects
During the three months ended March 31, 2026 and 2025, we invested in the following capital improvement projects within our Triple-Net Portfolio (dollar amounts in thousands):
Seniors Housing Communities
273
966
Skilled Nursing Centers
380
360
653
1,326
14
Properties Sold
During the three months ended March 31, 2026 and 2025, we recognized a net loss on sale of real estate of $10,000 and a net gain on sale of real estate of $171,000, respectively. The following table summarizes property sales during the three months ended March 31, 2026 and 2025 (dollar amounts in thousands):
Sales
Carrying
Price
(Loss) Gain (1)
39
1,000
670
267
29
(96)
68
1,670
1,340
(
4.
Financing Receivables
We have entered into joint venture (“JV”) agreements and contributed into these JVs for the purchase of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the purchased properties back to an affiliate of the seller and provided the seller-lessee with purchase options. Accordingly, these sale and leaseback transactions meet the accounting criteria to be presented as financing receivables. Furthermore, we determined that we exercise power over and receive benefits from each of these joint ventures. Therefore, we consolidated the joint ventures as Financing Receivables on our Consolidated Balance Sheets and recorded the rental revenue from these joint ventures as Interest income from financing receivables on our Consolidated Statements of Income.
15
The following tables provide information regarding our investments in financing receivables at March 31, 2026 (dollar amounts in thousands):
Interest
Lease
Rate
Investments
7.50%
2023
2033
NC
123,397
120,481
523
2025-2029
235.94
7.25%
2024
2034
NC/SC
122,460
64,450
2024-2028
234.15
41,000
37,985
217
188.94
286,857
222,916
28
1,263
The following table summarizes our financing receivable activity for the three months ended March 31, 2026 and 2025 (in thousands):
Investment and funding under financing receivables
314
Sale of properties accounted for as a financing receivable
(62,220)
Distribution paid to non-controlling interest related to sale of properties accounted for as a financing receivable
Amortization of capital costs
(22)
Recovery of credit losses
762
Net decrease in financing receivables
(75,469)
16
5.
Mortgage Loans Receivable
The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at March 31, 2026 (dollar amounts in thousands):
Interest Rate
Loans (1)
11.3%
2043
MI
179,882
45.7
1,749
102.85
8.3%
2030
CA
56,379
14.3
329.70
8.5%
FL
40,350
10.3
250
161.40
10.3%
2045
39,550
10.1
480
82.40
10.5%
19,650
5.0
201
97.76
8.8%
17,743
4.5
85
208.74
11.0%
14,775
3.8
146
101.20
7.3%
10,750
2.7
45
238.89
9.0%
(4)
IL
14,310
UDP
3.6
393,389
26
2,576
551
125.80
The following table summarizes our mortgage loan activity for the three months ended March 31, 2026 and 2025 (in thousands):
Originations and funding under mortgage loans receivable
7,155
1,919
Application of interest reserve
850
Scheduled principal payments received
(125)
(124)
Mortgage loan premium amortization
Provision for credit losses
(79)
(18)
Net increase in mortgage loans receivable
7,799
1,775
6.
Investment in Unconsolidated Joint Ventures
We have an acquisition, development and construction (“ADC”) loan that meets the accounting criteria to be considered a variable interest entity (“VIE”). We are not the primary beneficiary of the VIE as we do not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we do have significant influence over the VIE. Therefore, we have accounted for the investment as a joint venture using the equity method of accounting. The following table provides information regarding our unconsolidated joint venture investments at March 31, 2026 (dollar amounts in thousands):
Contractual
Preferred
Cash
Return
Portion
Senior Loan
9.2
104
18
Additionally, we had two preferred equity investments that also met the accounting criteria to be considered a VIE based on the same factors discussed above for the ADC loan. During 2025, both preferred equity investments were redeemed. The following table summarizes income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the three months ended March 31, 2026 and 2025 (in thousands):
Cash Income
Non-cash
Recognized
Earned
Income Accrued
294
SH (1)
145
SH (2)
3,226
3,172
54
3,611
7.
Notes Receivable
Notes receivable consist of working capital loans and a mezzanine loan. The following table summarizes our investments in notes receivable at March 31, 2026 (dollar amounts in thousands):
Type of
IRR
Loan
# of loans
Working capital
25
8.0%
11.0
2027
Mezzanine
25,000
0.0%
2028
791
25,816
The following table is a summary of our notes receivable components as of March 31, 2026 and December 31, 2025 (in thousands):
At March 31, 2026
At December 31, 2025
Mezzanine loans
Working capital loans
816
874
Notes receivable credit loss reserve
(258)
(259)
Total notes receivable, net of credit loss reserve
19
The following table summarizes our notes receivable activity for the three months ended March 31, 2026 and 2025 (in thousands):
Principal payments received under notes receivable
(58)
(238)
Net decrease in notes receivable
(57)
(2,902)
8.
Credit Loss Reserve
We apply ASC Topic 326, Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined our Financing receivables, Mortgage loans receivable and Notes receivable line items on our Consolidated Balance Sheets are within the scope of ASC 326.
Financing receivables. We obtained controlling interests in JVs that acquired properties through sale and leaseback transactions. The JVs concurrently leased the purchased properties to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs as Financing receivables on our Consolidated Balance Sheets. For more information regarding these transactions See Note 4. Financing Receivables above. At March 31, 2026, we had investments in three JVs accounted for as financing receivables that owned 28 properties in two states. In addition to owning the properties through our controlling interests in the JVs, generally, these leases provide one or more of the following: security deposits, property tax impounds, repair and maintenance escrows and other credit enhancements such as corporate or personal guarantees or letters of credit.
Mortgage loans. As part of our strategy of making investments in properties used in the provision of long-term health care services, we provided mortgage loan financing on such properties. At March 31, 2026, we had nine mortgage loans secured by 26 properties in five states with six borrowers. In addition to a lien on the mortgaged properties, the loans are generally secured by non-real estate assets of the properties and contain certain other security provisions in the form of letters of credit and/or security deposits.
Notes receivable. Our notes receivable consist of working capital notes and a mezzanine loan. Security for these notes can include all or a portion of the following credit enhancements: secured second mortgage, pledge of equity interests and personal/corporate guarantees.
20
The following table summarizes our financial instruments within the scope of ASC 326 by year of origination (in thousands):
Year of origination (1)
Investment Type:
2022
Prior
Credit loss reserve
Financing receivables
163,460
2,869
Mortgage loans receivable
96,729
28,493
253,857
3,928
Working Capital loans
Total Notes Receivable
258
We monitor the credit quality of our financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics. Our monitoring process includes periodic review of financial statements for each facility, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions. The future economic conditions are based on the economic data from the Federal Reserve and reasonable assumptions for the future economic trends.
In determining the “expected” credit loss reserves on these instruments, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions.
The expected credit losses related to our financial instruments that are within the scope of ASC 326 are as follows (in thousands):
Recovery
Provision
Balance
due to
at
Payoffs/
Originations/
Description
12/31/2025
Write-offs
additional funding
3/31/2026
Credit Loss Reserve – Financing Receivables
3,631
(765)
Credit Loss Reserve – Mortgage Loans Receivable
3,849
79
Credit Loss Reserve – Notes Receivable
259
We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy in place to reserve or write off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense. As of March 31, 2026, the total balance of accrued interest receivable of $23,278,000 was not included in the measurement of expected credit loss. During the three months ended March 31, 2026, we wrote-off effective interest receivable of $198,000 previously recognized over the term of a financing receivable upon the sale of the underlying properties to the lessee. During the three months ended March 31, 2025, we wrote-off Anthem’s interest receivable of $371,000 in connection with the conversion of Anthem’s triple-net leases to SHOP as explained in Note 3. Owned Real Properties.
21
9.
Prepaid Expenses and Other Assets
The following is a summary of our prepaid expenses and other assets at March 31, 2026 and December 31, 2025 (in thousands):
Intangible assets, net of accumulated amortization: 2026— $1,962; 2025— $1,789
6,347
6,520
SHOP accounts receivable, net of credit loss reserve: 2026— $391; 2025— $304
4,404
SHOP prepaid expenses and other assets
3,413
2,399
Right of use asset, net
2,498
2,580
Lease incentives
2,525
Real estate investments, prepaid expenses and other assets
2,473
3,609
Interest rate swap asset
10.
Intangible Assets
We make estimates in allocating the purchase price of acquisitions to the various components of the acquisition based on the fair value of each component. For certain acquisitions, such components include in-place leases and other intangible assets. In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases. The following is a summary of the carrying amount of intangible assets as of March 31, 2026 and December 31, 2025 (in thousands):
Assets
Cost
Amortization
In-place leases
28,602
(8,849)
19,753
24,098
(7,772)
16,326
Tax abatement intangible
8,309
(1,962)
(1,789)
The following table provides future amortization expenses related to the intangible assets at March 31, 2026 (in thousands):
April-December
2031
Thereafter
In-place leases (1)
3,198
4,152
3,819
3,487
2,944
921
1,232
Tax abatement intangible (2)
519
692
2,368
26,100
3,717
4,844
4,511
4,179
3,636
1,613
3,600
22
11.
Debt Obligations
Unsecured Credit Facility. We had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $525,000,000 comprising of a $425,000,000 revolving credit facility and two $50,000,000 term loans with maturities of November 19, 2025 and November 19, 2026 (the “Original Term Loans”). The Original Credit Agreement had a maturity date of November 19, 2026 and permitted us to request increases to the revolving credit facility and term loans commitments up to a total of $1,000,000 (the “Original Accordion”).
During the third quarter of 2025, we entered into a new four-year unsecured credit agreement (the “Credit Agreement”) maturing in July 2029, to replace the Original Credit Agreement. The Credit Agreement increased the aggregate commitment on our revolving line of credit from $425,000,000 to $600,000,000 (the “Revolving Line of Credit”), provides for the opportunity to increase the total commitment to an aggregate $1,200,000,000 (the “Accordion”) and allows for a one-year extension option, subject to customary conditions. Material terms of the Credit Agreement remain unchanged. In connection with the Credit Agreement, the Original Term Loans were rolled into the Revolving Line of Credit. During the fourth quarter of 2025, we amended our Credit Agreement to increase the aggregate commitment of the lenders by $200,000,000 to a total of $800,000,000 through the exercise of the Accordion and established term loans totaling $200,000,000 (the “Term Loans”). The Term Loans consist of $50,000,000, $55,000,000, $55,000,000 and $40,000,000 borrowings, with contractual maturities of three, four, five and seven years, respectively.
Based on our leverage at March 31, 2026, the facility provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points.
Interest Rate Swap Agreements. In connection with entering into the Original Term Loans described above, we entered into two receive variable/pay fixed interest rate swap agreements with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Original Term Loans’ borrowings over their four and five year terms of the loans. Additionally, during the fourth quarter of 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively (the “Interest Rate Swaps”) to effectively lock-in the forecasted interest payments on the Term Loans. The Interest Rate Swaps are considered cash flow hedges and are recorded on our Consolidated Balance Sheets at fair value in Prepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. During the three months ended March 31, 2026 and 2025, we recorded an increase of $1,074,000 and a decrease of $910,000 to the fair value of Interest Rate Swaps, respectively.
23
Information regarding our Interest Rate Swaps measured at fair value, which are classified as Level 2 of the fair value hierarchy, is presented below (dollar amounts in thousands):
Notional
Fair Value at
Date Entered
Maturity Date
Swap Rate
Rate Index
November 2021
November 19, 2026
2.46
1-month SOFR
50,000
755
938
December 2025
December 12, 2028
4.61
SOFR with 5-day lookback
103
(52)
106
(55)
December 12, 2029
4.65
55,000
214
(136)
December 12, 2030
4.68
30,000
(45)
4.72
December 12, 2032
5.21
27,500
121
5.25
12,500
27
(49)
250,000
Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.50%. The senior unsecured notes mature between 2026 and 2033.
The senior unsecured notes and the Credit Agreement contain financial covenants, which are measured quarterly, that require us to maintain, among other things:
At March 31, 2026, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.
The following table sets forth information regarding debt obligations by component as of March 31, 2026 and December 31, 2025 (dollar amounts in thousands):
Applicable
Available
Outstanding
for
Rate (1)
Borrowing
Revolving line of credit (2)
4.39%
317,037
347,137
Term loans, net of debt issue costs
4.87%
Senior unsecured notes, net of debt issue costs
4.11%
4.38%
867,423
842,181
During the three months ended March 31, 2026 and 2025, our debt borrowings and repayments were as follows (in thousands):
Borrowings
Repayments
119,000
(88,900)
15,000
(10,500)
Senior unsecured notes
(93,900)
(17,500)
12.
Accrued Expenses and Other Liabilities
The following is a summary of our accrued expenses and other liabilities at March 31, 2026 and December 31, 2025 (in thousands):
Impounds
12,831
14,627
SHOP liabilities
11,303
8,734
Property tax liability
6,955
7,125
Maintenance and repair reserves
5,865
6,152
Accounts payable and other accrued liabilities
3,843
7,584
Lease liabilities
SHOP deferred revenue
2,479
2,115
Deferred commitments
1,256
3,171
Security deposits
1,165
1,601
13.
Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on our Consolidated Balance Sheets.
As of March 31, 2026, we have the following consolidated VIEs (in thousands):
Consolidated
Non-Controlling
Purpose
Assets (1)
Own real estate
58,010
3,015
OH
54,942
9,134
2,916
341,799
During the three months ended March 31, 2026, a lessee, which was also our joint venture partner in a VIE for which we were the primary beneficiary, exercised its purchase option and acquired three skilled nursing centers owned by the JV. The centers have a total of 299 beds and are located in Florida
with an aggregate gross book value of $76,545,000. Our JV partner’s non-controlling interest contribution was $14,325,000. As a result, this VIE is not listed in the table above.
Common Stock. We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
During the three months ended March 31, 2026, we sold 1,145,565 shares of common stock for $43,412,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $550,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2026, we had $244,548,000 available under the Equity Distribution Agreement. Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51,917,000 in net proceeds under our Equity Distribution Agreement. Accordingly, as of May 6, 2026, we have $192,353,000 available under the Equity Distribution Agreement.
During the three months ended March 31, 2025, we sold 238,100 shares of common stock for $8,485,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $74,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received.
During the three months ended March 31, 2026 and 2025, we acquired 149,745 and 138,010, respectively, shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Distributions. We declared and paid the following cash dividends (in thousands):
Declared
Paid
Common Stock (1)
29,171
27,259
In April 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29 and June 30, 2026, respectively, to stockholders of record on April 22, May 21, and June 22, 2026, respectively.
Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.
The following table summarizes our restricted stock activity for the three months ended March 31, 2026 and 2025:
Weighted Average Price
Outstanding, January 1
270,701
301,209
33.75
33.18
Granted
129,984
113,790
38.92
34.88
Vested
(125,176)
(136,292)
33.98
34.18
Outstanding, March 31
275,509
278,707
36.09
33.63
During the three months ended March 31, 2026 and 2025, 170,827 and 163,221 performance-based stock units vested, respectively.
During the three months ended March 31, 2026 and 2025, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:
Grant Date
Fair Value
No. of
Shares/Units
Share
Reward Type
Vesting Period
Restricted stock
ratably over 3 years
62,247
36.63
Performance-based stock units
TSR targets (1)
55,870
40.81
TSR targets (2)
248,101
52,666
33.37
48,535
36.21
214,991
Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2026 and 2025 was $2,064,000 and $2,253,000, respectively. Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):
Remaining
Compensation
Vesting Date
Expense
April-December 2026
6,495
6,105
3,529
534
16,663
14.
Commitments and Contingencies
At March 31, 2026, we had commitments as follows (in thousands):
Commitment
Funding
Funded
Triple-Net Portfolio
2,919
2,239
680
9,545
1,493
8,052
Subtotal: owned real properties (Note 3. Owned Real Property Investments)
12,464
3,732
8,732
Financing receivables (Note 4. Financing Receivables)
2,250
315
1,979
Accrued incentives and earn-out liabilities
3,000
Mortgage loans (Note 5. Mortgage Loan Receivables)
67,770
7,553
33,081
34,689
Notes receivable (Note 7. Notes Receivable)
560
535
86,044
9,361
38,817
47,227
Additionally, some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 3. Owned Real Properties for a table summarizing information about our purchase options.
We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.
15.
Earnings per Share
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):
Less income allocated to non-controlling interests
Less non-forfeitable dividends on participating securities
Net income available to common stockholders–basic and diluted
Shares for basic net income per share
Effect of dilutive securities:
426
350
Total effect of dilutive securities
Shares for diluted net income per share
Basic net income per share
Diluted net income per share
16.
Fair Value Measurements
In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities.
The carrying amount of cash and cash equivalents approximates their fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and estimated fair value of our financial instruments as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
Fair
Financing receivables, net of credit loss reserve
291,083
367,986
Mortgage loans receivable, net of credit loss reserve
471,486
462,312
Notes receivable, net of credit loss reserve
29,577
29,576
362,853
(5)
372,511
17.
Segment Information
We use the management approach in determining the reportable operating segments. The management approach considers the internal organization and reporting used by our chief operating decision maker (“CODM”) for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, we:
During the three months ended March 31, 2026 and 2025, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.
During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, we conduct and manage our business as two operating segments: real estate investments and SHOP and our CODM evaluated the performance of our investments based on net operating income (“NOI”). For more information and reconciliation of NOI see Item 2. Non-GAAP Financial Measures. Summary information by reportable segment for the three months ended March 31, 2026 is as follows (unaudited, in thousands):
Three Months Ended March 31, 2026
Real estate
Non-segment
investment portfolio
/corporate
639
364
45,462
Property level expenses
(2,394)
(36,889)
(39,283)
NOI
43,363
12,696
56,423
(10,782)
(11,979)
Recovery for credit losses
684
(688)
(8,582)
Loss on sale of real estate, net
During the three months ended March 31, 2025, we operated under one reportable segment. Summary information by reportable segment for the three months ended March 31, 2025 is as follows (unaudited, in thousands):
Three Months Ended March 31, 2025
1,227
179
48,852
(3,107)
49,410
49,589
(7,913)
(9,162)
(441)
(3,052)
(6,971)
Gain on sale of real estate, net
Income tax benefit
Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM is not provided with such information to evaluate business performance and allocate resources.
32
18.
Income Taxes
Our Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Under RIDEA, a REIT may lease a "qualified healthcare property" on an arm's-length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. A "qualified healthcare property" includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on our Consolidated Statements of Income and are subject to federal, state and local income taxes. Our provision for income taxes for the three months ended March 31, 2026, was an expense of $110,000. At March 31, 2026, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $198,000 and $0, respectively.
19.
Subsequent Events
Subsequent to March 31, 2026, the following events occurred:
Real Estate. We acquired a 61-unit seniors housing community within our SHOP segment in Illinois for $9,205,000. In conjunction with the acquisition, we entered into a management agreement with an operator new to us. Additionally, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease to our SHOP segment. Upon conversion, we entered into a management agreement with another operator, also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32,361,000.
Unconsolidated Joint Ventures. A $12,558,000 mortgage loan receivable which was accounted for as an unconsolidated joint venture was paid off. The mortgage loan was secured by first mortgage on a 104-bed skilled nursing center in Texas.
Debt. We repaid $56,000,000 under our unsecured revolving line of credit. Accordingly, as of May 6, 2026, we have $226,963,000 outstanding and $373,037,000 available for borrowing under our unsecured revolving line of credit.
Equity: We sold 1,402,933 shares of common stock for $51,917,000 in net proceeds under our Equity Distribution Agreements. Accordingly, as of May 6, 2026, we have $192,353,000 available under our Equity Distribution Agreements.
Additionally, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29 and June 30, 2026, respectively to stockholders of record on April 22, May 21, and June 22, 2026, respectively.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify some of the forward-looking statements by their use of forward-looking words, such as “believes,” “expects,” “may,” “will,” “could,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or the negative of those words or similar words. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, operational and legal risks and liabilities under our new SHOP segment; our dependence on the ability of our third-party independent operators to successfully manage and operate our SHOP communities; our dependence on our operators for revenue and cash flow; government regulation of the health care industry; changes in federal, state, or local laws limiting real estate investment trust (“REIT”) investments in the health care sector; federal and state health care cost containment measures including reductions in reimbursement from third-party payors such as Medicare and Medicaid; required regulatory approvals for operation of health care facilities; a failure to comply with applicable law or regulations for the operation of health care facilities; the adequacy of insurance coverage maintained by our operators; our reliance on a few major operators; our ability to find suitable replacement operators for our SHOP communities; our ability to renew leases or enter into favorable terms of renewals or new leases; the impact of inflation; operator financial or legal difficulties; the sufficiency of collateral securing mortgage loans; an impairment of our real estate investments; the relative illiquidity of our real estate investments; our ability to develop and complete construction projects; our ability to invest cash proceeds for health care properties; a failure to qualify as a REIT; our ability to grow if access to capital is limited; and a failure to maintain or increase our dividend. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our publicly available filings with the Securities and Exchange Commission. We do not undertake any responsibility to update or revise any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise. Although our management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results may differ materially from any forward-looking statements due to the risks and uncertainties of such statements.
Executive Overview
Company Overview
We are a health care real estate investment trust (“REIT”) that invests in seniors housing and health care properties through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. We have been operating since August 1992.
Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), memory care communities (“MC”) and combinations thereof. We also have investments in other (“OTH”) types of
properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital. For purposes of this quarterly report and other presentations, we generally include ILF, ALF, MC, and combinations thereof in the seniors housing communities classification (“SH”).
Substantially all of our revenues and sources of cash flows from operations are derived from rents from operating leases, resident fees and services, interest earned on financing receivables, interest earned on outstanding loans receivable and income from investments in unconsolidated joint ventures. Income from our investments represent our primary source of liquidity to fund distributions and are dependent upon the performance of our SHOP communities and operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by investment type, property type and operator. Our monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance.
In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. Some operating leases and loans are credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the operator and its affiliates.
We conduct and manage our business as two operating segments, for reporting and decision-making purposes: i) real estate investments (“Real Estate Investments”) segment which consists of owned real properties subject to non-cancelable triple-net leases (“NNN” or “Triple-Net Portfolio”), financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures and ii) SHOP segment.
Business and Investment Strategy
Since commencing operations in August 1992, our objective has been to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our goal is to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.
During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (Commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Under RIDEA, we are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income) and have certain oversight approval rights and the right to review operational and financial reporting information. However, our independent third-party operators ultimately control the day-to-day operations of the property, pursuant to the terms of our management agreements. Offering RIDEA structures represents a further aspect of our traditional strategy of investing through vehicles such as non-cancelable triple-net operating leases, mortgage loans, and structured finance. We believe that RIDEA structures provide us with additional investment and higher growth opportunities.
We also have identified opportunities to convert existing triple-net leases into our new SHOP segment, and in certain instances have completed these conversions. To develop and implement RIDEA structures, we may need to continue to commit financial and operational resources. While we anticipate that adding RIDEA transactions will be positive for our business model, our ability to succeed in this new segment will be determined by numerous factors, including our ability to identify suitable investments
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and our relationship with operators of our SHOP communities. We rely on the SHOP operator’s personnel, expertise, resources, good faith, and judgement to manage our SHOP communities efficiently and effectively. We also rely on the SHOP operators to set appropriate resident fees, provide accurate property-level financial results for our properties in a timely manner, and otherwise operate our SHOP communities in compliance with the terms of our management agreements and all applicable laws and regulations.
Depending upon the availability and cost of external capital, we anticipate making additional investments in seniors housing communities. New investments are generally funded from cash on hand, proceeds from periodic asset sales, temporary borrowings under our unsecured revolving line of credit and internally generated cash flows. Our investments generate internal cash from rent, resident fees and services, interest from financing receivables and interest receipts and principal payments on loan receivables and income from unconsolidated joint ventures. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving line of credit, may be provided through a combination of public and private offerings of debt and equity securities and secured and unsecured debt financing. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets’ environment, especially to changes in interest rates. Changes in the capital markets’ environment may impact the availability of cost-effective capital.
We believe our business model has enabled and will continue to enable us to maintain the integrity of our property investments, including in response to financial difficulties that may be experienced by operators and the variability of cash flow from our SHOP segment. Traditionally, we have taken a conservative approach to managing our business, choosing to maintain liquidity and exercise patience until favorable investment opportunities arise.
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Real Estate Portfolio Overview
The following tables summarize our real estate investment portfolio as of March 31, 2026 (dollar amounts in thousands):
and Resident
of Total
Owned Properties
Fees and Services
Revenues
Triple-Net Portfolio:
19.6
9,755
10.8
21.7
14,018
15.5
0.5
298
0.3
Subtotal: Triple-Net Portfolio
3,366
41.8
24,071
(4)
26.6
SHOP:
28.8
(5)
54.8
Total Owned Properties
70.6
73,656
81.4
Interest Income
from Financing
Receivable
11.8
5,637
6.2
Total Financing Receivables
(6)
from Mortgage
Mortgage Loans
Loans
125,222
5.1
2,673
3.0
10.4
7,311
8.1
Under Development (3)
0.6
245
Total Mortgage Loans
16.1
11.4
and other
621
25,025
1.0
0.0
(7)
Income from
Unconsolidated
Unconsolidated Joint Ventures
Joint Ventures
Total Unconsolidated Joint Ventures
Total Portfolio
8,015
8,356
2,440,180
90,456
Summary of Properties by Type
120
8,120
1,618,357
66.3
65
7,897
795,508
32.6
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As of March 31, 2026, we had $2.0 billion in net carrying value of investments as follows (in thousands):
665,687
33.1
635,053
31.6
14.1
Mortgage loans
19.3
Notes receivable
1.3
Unconsolidated joint ventures
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The following table provides details on the components of revenues and related net operating income (“NOI”) across our portfolio (in thousands):
Real Estate Investment segment:
Variable cash rental income
Straight-line rent adjustment (1)
Financing Receivables:
Cash interest income from financing receivables
8,079
Effective interest income (2)
374
Write-off of effective interest related to sale of properties accounted for as a financing receivable (2)
(198)
Mortgage loans receivable:
Cash interest received
9,889
Effective interest income (3)
340
Other notes receivable:
Interest income-other notes
663
Effective interest adjustment (4)
(24)
Interest income from notes receivable
Total revenue-Real Estate Investments segment
45,757
NOI-Real Estate Investment Segment (5)
SHOP segment:
Resident fees and services:
Property level expenses-SHOP
NOI-SHOP Segment (5)
The following table outlines information related to our triple-net lease extensions during the three months ended March 31, 2026 (dollar amounts in thousands):
During the three months ended March 31, 2026, we terminated a master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88 units and an aggregate gross book value of $26.3 million.
Subsequent to March 31, 2026, we terminated an additional triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with another operator, also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32.4 million.
Update on Certain Operators
Genesis Healthcare, Inc.
During the second quarter of 2025, we received written notice from Genesis Healthcare Inc. (“Genesis”) of its exercise of a 5-year extension option, which extended the term of the lease to April 30, 2031. During the third quarter of 2025, Genesis filed for Chapter 11 bankruptcy. Accordingly, we wrote-off the straight-line rent receivable balance of $1.3 million related to Genesis’ master lease. During the three months ended March 31, 2026, a federal bankruptcy judge approved the sale of Genesis’ assets to a newly formed investment group. Affiliates of Genesis lease six skilled nursing centers in New Mexico (five) and Alabama (one) with a total of 782 beds under a master lease with LTC. Genesis has paid their contractual rent through May 2026.
Prestige Healthcare
Prestige Healthcare (“Prestige”) operates 21 skilled nursing centers located in Michigan secured under four mortgage loans and two skilled nursing centers located in South Carolina under a master lease. Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 8.0% of our total revenues and 12.3% of our total assets as of March 31, 2026.
Prior to an amendment in July 2025, under Prestige’s $179.9 million mortgage loan secured by 14 properties, the minimum mortgage interest payment due to us was based on an annual current pay rate of 8.5% on the outstanding loan balance. The difference between the contractual interest rate and the current pay interest rate on the outstanding loan balance remained an obligation of Prestige and was payable through the application of security deposits we hold on behalf of Prestige or was payable at maturity.
During the third quarter of 2025, Prestige’s $179.9 million mortgage loan was modified to increase the current interest paid by Prestige from 8.5% to the then full contractual interest rate of 11.14% escalating annually. Additionally, the modification provides Prestige an option to prepay this mortgage loan at par and without penalty within a 12-month window beginning in July 2026. Prestige is required to provide us with at least a 90-day notice of its intention to exercise the option and the ability for Prestige to exercise the pre-payment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing. During the third quarter of 2025, in conjunction with the loan amendment that provided the borrower with a penalty-free early payoff option, we wrote-off $41.5 million of effective interest previously accrued related to this loan. During the three months ended March 31, 2026, Prestige provided notice of its intent to repay its $179.9 million mortgage loan and we expect them to repay the loan during the third quarter of 2026. Prestige is current on their contractual loan obligations through May 2026.
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2026 Activities Overview
The following tables summarize our transactions during the three months ended March 31, 2026 (dollar amounts in thousands):
During the three months ended March 31, 2026, we continued to expand our SHOP segment. Accordingly, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88-units and an aggregate gross book value of $26.3 million.
Subsequent to March 31, 2026, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with another operator new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32.4 million.
Additionally, we acquired a portfolio of three seniors housing communities in Georgia. The following table summarizes acquisitions within our SHOP segment during the three months ended March 31, 2026 (dollar amounts in thousands):
(3)
During the three months ended March 31, 2026, we funded capital improvement projects of $2.0 million within our SHOP segment.
During the three months ended March 31, 2026, we extended a master lease covering four seniors housing communities in Oklahoma. The following table provides information related to the lease extension (dollar amounts in thousands):
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During the three months ended March 31, 2026 and subsequently, we terminated master leases and converted the communities covered under the master leases into our SHOP segment. See Owned Real Properties – SHOP above for more information regarding these master leases.
During the three months ended March 31, 2026, we invested in the following improvement projects within our Triple-Net Portfolio (in thousands):
The following table summarizes our financing receivable activity for the three months ended March 31, 2026 (in thousands):
(1)
The following table summarizes our mortgage loan receivable activity for the three months ended March 31, 2026 (in thousands):
Preferred Equity Investment in Unconsolidated Joint Ventures
We have an acquisition, development and construction (“ADC”) loan that meets the accounting criteria to be considered a variable interest entity (“VIE”). We are not the primary beneficiary of the VIE as we do not have both: 1) the power to direct the activities that most significantly affect the VIE’s
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economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we do have significant influence over the VIE. Therefore, we have accounted for the investment as a joint venture using the equity method of accounting. The following table provides information regarding our unconsolidated joint venture investment at March 31, 2026 (dollar amounts in thousands):
Beds/ Units
Health Care Regulatory
The Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare SNF prospective payment system rates and other policies. On July 31, 2025, CMS issued a final rule to update Medicare payment policies and rates for SNFs under the SNF prospective payment system (“SNF PPS”) for fiscal year (“FY”) 2026. CMS announced that it was updating SNF PPS rates by 3.2% based on the final SNF market basket of 3.3%, plus a 0.6% market basket forecast error adjustment, and a negative 0.7% productivity adjustment, which amounts to an increase in SNF PPS payments of $1.16 billion compared to payments in FY 2025. CMS stated that its impact figures do not incorporate the SNF Value-Based Purchasing (“VBP”) reductions for certain SNFs subject to the net reduction in payments under the SNF VBP, which are estimated to total $208.36 million in FY 2026. CMS announced that it was finalizing several changes to the PDPM ICD-10-CM code mappings to allow providers to provide more accurate, consistent, and appropriate primary diagnoses that meet the criteria for skilled intervention during a Part A SNF stay. CMS finalized 34 changes to the PDPM ICD-10-CM code mappings to maintain consistency with the latest ICD-10-CM coding guidance. CMS also announced that for the SNF VBP Program, it was finalizing a series of operational and administrative proposals as part of the final rule. In addition, CMS announced that for the SNF Quality Reporting Program (“QRP”), it was finalizing its proposal to remove four standardized patient assessment data elements from the Minimum Data Set (“MDS”), the SNF resident assessment form, beginning with residents admitted on or after October 1, 2025. CMS also announced it was finalizing its proposal to amend the reconsideration request policy and process.
On April 2, 2026, CMS issued a proposed rule for updates to Medicare payment policies and rates for SNFs under the SNF PPS for FY 2027. CMS announced that for FY 2027, CMS proposed updating SNF PPS rates by 2.4% based on the proposed SNF market basket of 3.2%, and a negative 0.8% productivity adjustment. CMS stated that these impact figures do not incorporate SNF VBP reductions for certain SNFs subject to a net reduction in payments under the SNF VBP. CMS stated that SNF VBP adjustments are estimated to total $208.4 million in FY 2026. CMS also announced that for the SNF QRP, CMS is proposing to remove two COVID-19 measures, revising the data submission deadline, and requiring the submission of MDS data on all SNF residents receiving covered skilled care in a SNF, regardless of payer, and that CMS is seeking feedback on two Requests for Information (“RFI”). For the SNF VBP, CMS announced that it is providing estimated performance standards for the FY 2029 and FY 2030 program years and proposing an update to the program’s “snapshot date” for two measures that are calculated using MDS assessment data to maintain alignment with proposed SNF QRP submission deadlines for MDS assessment data.
There can be no assurance that these rules or future regulations modifying Medicare SNF payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our lessees and borrowers which could, in turn, adversely impact the timing or level of their payments to us and our overall financial condition. Failure by an operator to comply with regulatory requirements can, among other things, jeopardize a facility’s compliance with the conditions of participation under relevant federal and state healthcare programs. Further the ability of our operators to comply with applicable regulations can be adversely impacted by changes in the labor market and increases in inflation.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results in making operating decisions and for budget planning purposes.
Concentration Risk. We evaluate a tenant/operator concentration based on whether revenues from transactions with a single external operator equal or exceed 10% of our total revenues. No single operator accounted for 10% or more of total revenues for the three months ended March 31, 2026.
Additionally, we evaluate our concentration risk based on gross investment across asset mix, real estate investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our real estate investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property or mortgage loans. The National Association of Real Estate Investment Trusts (“Nareit”), an organization representing U.S. REITs and publicly traded real estate companies, classifies a company with 50% or more of assets directly or indirectly in the equity ownership of real estate as an equity REIT. Investment mix measures the portion of our investments that relate to our various property classifications. Operator mix measures the portion of our investments that relate to our top five operators. Geographic mix measures the portion of our real estate investment that relate to our top five states.
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The following table reflects our recent historical trends of concentration risk (gross investment, in thousands):
3/31/26
12/31/25
9/30/25
6/30/25
3/31/25
Asset mix:
1,045,400
1,149,924
1,154,836
1,329,856
565,265
446,527
174,847
363,088
362,201
361,438
361,460
Mortgage loan receivables
385,511
393,587
356,815
317,527
25,874
27,010
44,135
44,786
18,342
17,793
17,602
Real estate investment mix:
Senior housing communities
1,506,038
1,440,634
1,138,799
1,100,232
Skilled nursing centers
871,825
943,775
959,060
958,994
Other (1)
Under development
7,794
1,177
Operator mix:
ALG Senior Living
297,607
297,292
296,405
295,628
295,629
Prestige Healthcare (1)
267,854
267,982
268,534
268,567
268,896
Encore Senior Living
213,584
206,429
199,187
196,735
195,355
HMG Healthcare, LLC
168,059
167,737
167,917
167,202
166,976
Anthem Memory Care, LLC (2)
153,714
Carespring Health Care Management, LLC
102,940
Remaining operators
688,524
790,017
916,081
903,945
887,721
SHOP operators (2) (3)
Geographic mix:
320,317
319,951
288,933
94,051
93,849
315,794
314,987
314,232
319,423
318,584
303,706
303,391
302,504
301,727
301,650
Michigan
294,466
293,954
293,889
293,189
292,396
Georgia(4)
146,778
38,162
15,148
32,148
32,098
Remaining states (4)
1,059,119
1,127,217
1,182,885
1,069,326
1,032,654
Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to gross asset value and debt to market capitalization. The leverage ratios indicate how much of our Consolidated Balance Sheets capitalization is related to long-term obligations. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges (interest). The coverage ratios are based on earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) as defined by Nareit. See Non-GAAP Financial Measures below for information and reconciliation.
The following table reflects the recent historical trends for our credit strength measures:
Balance Sheet Metrics
Quarter Ended
Debt to gross asset value
34.3
34.0
(2)
38.1
31.3
31.1
Debt to market capitalization ratio
31.9
33.6
35.1
30.4
(8)
29.5
Interest coverage ratio (9)
4.3
x
4.4
(4)
4.8
(7 )
Fixed charge coverage ratio (9)
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to
Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.
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Operating Results (unaudited, in thousands)
Difference
(5,105)
1,253
1,050
(403)
46,380
(2,869)
(2,817)
3,736
(247)
713
(9)
(1,611)
(10)
(39,984)
(181)
(3,370)
(11)
Income tax expense
2,735
178
2,913
2,920
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Non-GAAP Financial Measures
A non-GAAP financial measure is defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. We consider Funds from Operations (“FFO”), NOI and EBITDAre to be useful supplemental measures of our financial or operating performance.
Funds From Operations
FFO attributable to common stockholders, basic FFO attributable to common stockholders per share and diluted FFO attributable to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO facilitates comparisons of operating performance between periods.
We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.
We calculate and report FFO in accordance with the definition and interpretive guidelines issued by Nareit. FFO, as defined by Nareit, means net income available to common stockholders (computed in accordance with GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current Nareit definition or that have a different interpretation of the current Nareit definition from us; therefore, caution should be exercised when comparing our FFO to that of other REITs.
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The following table reconciles GAAP net income available to common stockholders to Nareit FFO available to common stockholders (unaudited, amounts in thousands, except per share amounts):
GAAP net income available to common stockholders
Add: Depreciation and amortization
Add (Less): Loss (gain) on sale of real estate, net
Nareit FFO attributable to common stockholders
35,426
29,508
Add: Participating securities
156
Diluted Nareit FFO attributable to common stockholders
35,582
29,671
Weighted average shares used to calculate Nareit FFO per share:
Participating securities
265
278
691
628
Shares for diluted FFO per share
49,234
45,961
Net Operating Income
Net operating income or NOI is a non-GAAP financial measure that is calculated as net income (loss) (computed in accordance with GAAP) before (i) general and administrative expenses, (ii) transaction costs, (iii) (recovery) provision for credit losses, (iv) impairment loss, (v) depreciation and amortization, (vi) interest expense, (vii) gain or loss on sale of real estate and (viii) income tax benefit or expense. We use NOI to reflect the operating performance of our portfolio because NOI excludes certain items that are not associated with the operations of our properties.
NOI is not equivalent to our net income (loss) as determined under GAAP. Additionally, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. Therefore, caution should be exercised when comparing our NOI to that of other REITs.
The following is a reconciliation of net income, which is the most directly comparable GAAP financial measure to NOI for the three months ended March 31, 2026 and 2025 (in thousands):
Add: Income tax provision
Add: General and administrative expense
Add: Transaction costs
(Less) Add: (Recovery) provision for credit losses
Add: Interest expense
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Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate
Earnings before interest, taxes, depreciation and amortization for real estate or EBITDAre is calculated as net income available to common stockholders (computed in accordance with GAAP) excluding (i) interest expense, (ii) income tax expense, (iii) real estate depreciation and amortization, (iv) impairment write-downs of depreciable real estate, (v) gains or losses on the sale of depreciable real estate, and (vi) adjustments for unconsolidated partnerships and joint ventures.
Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBIDAre for non-recurring items unrelated to ongoing operations. We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.
EBITDAre and Adjusted EBITDAre are not alternatives to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDAre or Adjusted EBITDAre as substitutes for any such GAAP financial measures or consider them in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to EBITDAre and/or Adjusted EBITDAre.
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The following is a reconciliation of net income (loss), which is the most directly comparable GAAP financial measure to EBITDAre and Adjusted EBITDAre for the periods presented below (in thousands):
Net income (loss)
103,651
(18,540)
16,548
(78,057)
738
(332)
Add (Less): Income tax provision (benefit)
218
(81)
10,588
8,791
8,014
10,949
8,987
8,776
EBITDAre
47,837
47,349
32,925
39,125
(Less) Add: Non-recurring one-time items
(1,691)
(1,051)
42,418
8,011
405
Adjusted EBITDAre
46,146
46,298
42,436
40,936
39,530
Interest coverage ratio
Total fixed charges
Fixed charge coverage ratio
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Liquidity and Capital Resources
Sources and Uses of Cash
As of March 31, 2026, we had $583.3 million in liquidity as follows (amounts in thousands, except number of share amounts):
Available under unsecured revolving line of credit
Available under Equity Distribution Agreement
244,548
Total Liquidity
583,252
We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our borrowing capacity and our potential ability to access the capital markets are sufficient to provide for payment of our current operating costs, meet debt obligations and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity. The timing, source and amount of cash flows used in financing and investing activities are sensitive to the capital markets environment, especially to changes in interest rates. In addition inflation may adversely affect the performance of our SHOP segment and our operators’ business, results of operations, cash flows and financial condition which could, in turn, adversely affect our financial position.
The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control. Those factors include, without limitation, the health of the economy, inflation pressures, employee availability and cost, changes in supply of or demand for competing seniors housing and health care facilities, ability to hire and maintain qualified staff, ability to control other rising operating costs, and the potential for significant reforms in the health care industry and related occupancy challenges in the governmental regulations and financing of the health care industry or the impact of any other infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have, if any. We believe that adequate provision has been made for the possibility of loans proving uncollectible but we will continually evaluate the financial condition of the operations of our seniors housing and health care properties. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and will make future revisions to the provision, if considered necessary.
Our ability to access the capital markets and to pay dividends may be impacted by our borrowing capacity and compliance with financial covenants. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for our current dividend, corporate expenses and additional capital investments in 2026.
Our investments, principally our investments in owned properties, financing receivables and mortgage loans, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair-market value of our financial assets. Generally, our leases have agreed upon annual increases and our loans have predetermined increases in interest rates. Inasmuch
as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.
Our primary sources of cash include rent, resident fees and services, interest receipts, borrowings under our unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), seniors housing operating expenses, property tax expenses, real property investments (including acquisitions, capital expenditures and construction advances), loan advances and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows as summarized below (in thousands):
Change
Net cash provided by (used in):
Operating activities
1,192
Investing activities
(68,407)
Financing activities
60,614
(6,601)
4,973
(1,628)
Cash Flows from Operating Activities
Cash flows from operating activities increased $1.2 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.
Cash Flows from Investing Activities
Net cash used in investing activities increased by $68.4 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by a $108.2 million increase in real estate investments and a $6.1 million increase in investments in mortgage loans receivable. These increases were partially offset by a $62.2 million increase in proceeds from the sale of properties accounted for as a financing receivable and the turnaround impact of $13.0 million proceeds from the liquidation of our investment in an unconsolidated joint venture during the three months ended March 31, 2025.
Cash Flows from Financing Activities
Net cash provided by financing activities increased by $60.6 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by a $34.9 million increase in net proceeds from issuance of common stock and a $25.6 million increase in net borrowings under our revolving line of credit.
Unsecured Credit Facility. We have an unsecured credit agreement (the “Credit Agreement”) that provides for an aggregate commitment of the lenders of up to $800.0 million comprised of a $600.0 million revolving credit facility (the “Revolving Line of Credit”) and term loans totaling $200.0 million (the “Term Loans”). The Term Loans consist of $50.0 million, $55.0 million, $55.0 million and $40.0 million borrowings, with contractual maturities of three, four, five and seven years, respectively. The Credit Agreement provides for the opportunity to increase the total commitment to an aggregate $1.2 billion (the “Accordion”) and allows for a one-year extension option, subject to customary conditions.
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Interest Rate Swap Agreements. During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively (the “Interest Rate Swaps”) to effectively lock-in the forecasted interest payments on the Term Loans. The Interest Rate Swaps are considered cash flow hedges and are recorded on our Consolidated Balance Sheets at fair value in Prepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. During the three months ended March 31, 2026, we recorded an increase of $1.1 million to the fair value of Interest Rate Swaps.
As of March 31, 2026, the terms of the Interest Rate Swaps are as follows (dollar amounts in thousands):
The senior unsecured notes and the Credit Agreement, contain financial covenants, which are measured quarterly, that require us to maintain, among other things:
The debt obligations by component as of March 31, 2026 are as follows (dollar amounts in thousands):
During the three months ended March 31, 2026, our debt borrowings and repayments were as follows (in thousands):
At March 31, 2026, we had 49,778,523 shares of common stock outstanding, total equity on our balance sheet was $1.2 billion and our equity securities had a market value of $1.8 billion. During the three months ended March 31, 2026, we declared and paid $29.2 million of cash dividends.
During the three months ended March 31, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Subsequent to March 31, 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29, and June 30, 2026, respectively, to stockholders of record on April 22, May 21, and June 22, 2026, respectively.
At-The-Market Program. We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400.0 million in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
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During the three months ended March 31, 2026, we sold 1,145,565 shares of common stock for $43.4 million in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $550,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2026, we had $244.5 million available under the Equity Distribution Agreement. Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51.9 million in net proceeds under our Equity Distribution Agreement. Accordingly, as of May 6, 2026, we have $192.4 million available under the Equity Distribution Agreement.
Available Shelf Registrations. We have an automatic shelf registration statement on file with the SEC and currently have the ability to file additional automatic shelf registration statements to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”), which replaced the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.
During the three months ended March 31, 2026, 125,176 shares of restricted stock and 170,827 performance-based stock units vested. During the three months ended March 31, 2026, we awarded restricted stock and performance-based stock units as follows:
Award Type
Critical Accounting Policies
Our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q are prepared in conformity with U.S. generally accepted accounting principles for interim financial information set forth in the Accounting Standards Codification as published by the Financial Accounting Standards Board, which require us to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and accompanying footnotes. We base these estimates on
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our experience and assumptions regarding future events we believe to be reasonable under the circumstances. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. We have described our most critical accounting policies in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies or estimates since December 31, 2025.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in our market risk during the three months ended March 31, 2026. For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. CONTROLS AND PROCEDURES
Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
There has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers related to our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits.
Item 1A. RISK FACTORS
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2026, we did not make any unregistered sales of equity securities.
During the three months ended March 31, 2026, we acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. The average price per share for each month in the quarter ended March 31, 2026 are as follows:
Total Number
of Shares
Maximum
Purchased as
Part of
Shares that May
Publicly
Yet Be
Paid per
Announced
Purchased
Period
Plan
Under the Plan
January 1 - January 31, 2026
February 1 - February 28, 2026
61,198
38.58
March 1 - March 31, 2026
88,547
39.68
149,745
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During the three months ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
Item 6. EXHIBITS
3.1
LTC Properties, Inc. Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025)
3.2
Bylaws of LTC Properties, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed May 26, 2023)
Certification of the Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
Dated: May 6, 2026
By:
/s/ Caroline Chikhale
Caroline Chikhale
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
(Principal Financial Officer)